Attached files
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| EX-10.1 - Ironwood Gold Corp. | v164463_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): November 2,
2009
IRONWOOD
GOLD CORP.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-53267
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74-3207792
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7047
E. Greenway Parkway #250
Scottsdale,
AZ
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85254
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 480-993-1903
Former
name or Former Address, if Changed Since Last Report:
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
October 28, 2009, Ironwood Gold Corp. (the “Company”) entered into a material
definitive agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd.
(“KML”) and Ironwood Mining Corp. (“IMC”) whereby the Company will acquire an
undivided 100% right, title and interest in and to certain mineral claims known
as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln
County, Nevada (the “Property”). The Company agreed to issue an
aggregate of 17,000,000 shares of common stock of the Company and an aggregate
cash sum of $575,000 in consideration for the assignment of all right, title and
interest in the Property.
Previously,
Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the
“Option Agreement”) dated January 31, 2009 wherein KML acquired an exclusive
option to acquire the Property from GC. KML assigned all of
KML’s interest in the Property to IMC in an agreement (the “Assignment
Agreement”) dated April 15, 2009. The Company will obtain all right,
title and interest from KML and IMC pursuant to the terms of the Acquisition
Agreement, subject to certain of the terms and conditions of the Option
Agreement and the Assignment Agreement, including the obligation to make all
required royalty payments to GC and all required property expenditures set forth
in the Option Agreement.
The
closing of the transactions contemplated by the Acquisition Agreement are
subject to the satisfaction of customary conditions. The Acquisition
Agreement also remains subject to ratification by Gold Canyon. If
such ratification does not occur by December 1, 2009, then the Acquisition
Agreement shall be automatically terminated, and all sums paid by the Company
shall be refunded, and any and all documents provided by a party shall be
returned to that party, terminating all obligations under the Acquisition
Agreement.
The
description of the Acquisition Agreement in this report is intended to summarize
the terms of the Acquisition Agreement and does not purport to be a complete
discussion of such terms. Investors should review the Acquisition
Agreement in its entirety incorporated herein as Exhibit 10.1.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits.
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Exhibit
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No.
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Description
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10.1
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Acquisition
Agreement
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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IRONWOOD
GOLD CORP.
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Date:
November 2, 2009
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By:
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/s/
Robert J. Reukl
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Robert
J. Reukl
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President
and Director
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